Thoughts And Afterthoughts
by PalleteRider
Summary: A one-shot dedicated to one of the coolest Decepticons in Animated, Soundwave! My first TF fic. Rated T just in case.


**Hello! It's good to be back writing again! Well, this is my first Transformers fanfic. I finally managed to finish watch Transformers Animated, which was 2 months ago. Soundwave was one of the coolest bots in terms of design and characteristics (isn't he most of the time). Too bad he only appeared for 3 episodes...Which is why I made this!**

**Enjoy!**

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**Thoughts And Afterthoughts**

Detroit's sewer system was just like any other. It was dim, but not too dark. The lights from outside poured through the railing of the drains. A little rat crawled out of a small crack in the wall. It sniffed the air before it made its move again. The rat's little feet _ticked_ and_ tacked_ against the concrete floor as it followed the smell. Turning around the corner, the rat's eyes gleamed with excitement; it spotted what appeared to be a small cherry. Despite said cherry having bite marks and black spots, the rat still took it and began to munch down – rats eat almost anything, after all. Peace and quiet for this rat –

The rat's ear twitched; it picked up a sound. Quickly it fled, leaving the unfinished cherry behind. But we're not going to follow the rat, because we're going somewhere else, deeper into the sewers. Burger Bot wrappers and paper churned as we raced through. There was something up ahead, something flying forward as we get closer to it.

Two yellow lights glowed on each side of the thing's head. The unmistakable mark of the Decepticon insignia was printed on its head. Its wings flapped as it cut through the darkness with grace. No doubt about it, it was Laserbeak. There was something in his talons – something square.

Laserbeak stopped. It flapped its wings as it descended, carefully not to drop whatever it was carrying. Gently, it placed the thing down. The moonlight choked off by the drain cage was just enough to reveal the thing to be a tape deck. And it was just no regular tape deck – it was Soundwave. The mechanical bird pressed its beak on a button that was pointing to the right, and, with a _click_, a feeble red light flickered. Soundwave was back online.

"Oww….." Soundwave groaned. At first, his vision was dazed and blurry, but by the time he made out Laserbeak's figure standing before him, they were cleared. His screen lit up in an intense red flare. Laserbeak squawked, and could only stare at his master, worried. That flashing, unblinking light meant one thing when it came to Soundwave: seething rage.

Here he was, sitting in a junk yard with his giant guitar bird, lamenting over his failed plan. Despite his stoic exterior – or what was left of it at the moment – these emotions continued to boil inside where his spark resided, like boiling soup in a cauldron. His plans. The plan to convert the Autobots into Decepticons…..failed. Yeah. If he had been successful, the humans would be conquered and machines could reign supreme.

_I__ must stop lamenting. It is irrelevant to my processors_, he thought. Snapping himself out of his contemplation, he set about recovering his body. He began concentrating, his speakers started to blare with music. The haunting yet rhythmic sounds traveled to every corner of the junkyard. And not a moment too soon, machines and robots of every kind (most of them were broken, damaged or otherwise discarded) came to him like zombies. The machines that came to him closed in, and things happened from there. The smaller machines piled up at the top-most position, forming the head. First came his eye; a red singular visor-like optics shaped stylishly. Lights flashed on that blank, unblinking visor. His head soon formed, and the formation continued downwards. Wires and circuits extended and linked against one another as the machines formed his chest compartment, covering the tape deck. Last came his arms and legs.

**1**

By sundown, Soundwave was whole again. He rose up, stepping forward. His optics flared up and grew wider. Soundwave felt like his circuits were corded up with electrical wires. Yeah, he still remembered the stinging from last time. Despite that, he was glad he could move again. At least this time wasn't as bad as before.

Soundwave took of what was left of Ratbat into his large hands. He stared fixedly at its remnants. The keytar bat's optics were blank, head still attached to the handler of its keytar mode that was now broken. But Soundwave noticed something – Ratbat's metallic skin was still purple. Heck, its remains – cupped in his other hand – still retained their color. This meant something. Yes, he remembered now. When he tapped into the Autobots' memory banks, he saw something particular in the medic bot's (Ratchet was it?) memories. A corpse. It was grey, drained of colors. Such a fitting look for a lifeless vessel. Then he looked back at Ratbat. And he looked at the AllSpark fragment belonging to the mechanical bat. It was still shining. While Soundwave was incapable of showing facial expressions, you could tell that he was feeling happy right now, even if it was just a little.

"Laserbeak," Soundwave droned, turning to his pet bird. "Find appropriate materials for Ratbat's recovery."

Laserbeak did so without further ado. Finding the materials wouldn't be much of a problem, considering they were in a junkyard. Soundwave set Ratbat's remains aside and took an inventory through the mountain of garbage. There were food wrappers, broken computers and televisions. Nothing he wanted, but still he kept looking. Seven electronic keyboards, six keytars, and six synthesizers.

Not bad.

He took all those things and put it down – carefully not to mix them with Ratbat's remains. But still this wasn't enough. There must be more stuff he could use in there. Soundwave went to the pile of junk again, but this time, nothing.

Above him, Laserbeak squawked.

Soundwave looked up. The mechanical bird was flying in circles. Seems it found something.

Within the next few hours, Soundwave stopped. The operation was a success and Ratbat was whole again. The mechanical bat gave a soft screech, and went to perched on Soundwave's shoulder. Despite his intimidating looks, Ratbat was the gentler of his musical instrument creations. Soundwave rubbed his pet's head gently as he could, earning a purr from the mechanical bat.

Then came another sound. Voices. Human voices. They were soft at first, but they were getting louder and louder. And they were approaching Soundwave's location.

"And then I said no, and she said….." One of the voices said, male and young.

Soundwave looked at Laserbeak. The bird looked down steadily, fearing that its master was angry. But Soundwave wasn't. It didn't matter. Right now, they needed to get out of there. Quickly, Soundwave transformed into his vehicle mode – a heavily customized Scion XB with 'Pimp My Ride' written all over it. Both Laserbeak and Ratbat did the same, transforming into a giant guitar and keytar respectively, and attached themselves on Soundwave's roof. Pedal to the metal, Soundwave hit the gas. He swung into the dark tunnels, back into the sewer.

**2**

Twin headlight beams stretched through the darkness as Soundwave continued to drive, passing through the sewer tunnels that looked the same where ever he went. He hoped he wasn't driving in circles, but he wasn't thinking about that too much – Soundwave's mind was occupied with what he wanted to do next. Whatever it was, the Autobots would probably stop him with whatever plans he could cook up. Even with Laserbeak's and Ratbat's aid, the Autobots managed to defeat him again and again.

He was outnumbered. That's right, there were many of them, and very few on his side (he still wondered why that green Decepticon was cooperative with them.).

Where were his Decepticon brethren? Not that they even knew him in the first place, but they could still detect his energy signature. Furthermore, where was Megatron? Surely he would have come. But he didn't. Megatron probably didn't know he was still alive. Heck, Soundwave hadn't seen Megatron nor the other Decepticons lately. Where could they –

Soundwave felt a sting.

_Jolt_. He was out of control – swerving uncontrollably, splashing the sewer water everywhere.

_Jolt_. Sparks burst out of his bumper.

_Jolt_. Another spasm made him lose control.

More sparks burst, this time from his front tires. Soundwave lost his footing (or wheeling) and was now in mid-air. Laserbeak and Ratbat quickly transformed and flew back. Soundwave followed…as the sewer floor slammed onto his side and the hardtop faintly screamed as the Decepticon rolled over it. The last thing he saw was a couple of sparkly shapes bouncing out of his chest compartments, and fell into the sewer waters.

**3**

It was quiet. And it was cold and wet. That's what Soundwave felt right now. His optics winked in, winked out, and then completely settled. He was lying on the hardtop, with his back submerged in the sewer water. He then felt something touching him. It was Ratbat – rubbing against his servos, with Laserbeak looking at him worryingly.

So Soundwave just lay there. Sparks sprayed through his left shoulder. It seemed that he was more damaged than he thought. Optimus Prime did a number on him alright – cutting through his body in half and leaving him in pieces. Transforming into his vehicle mode without making a full recovery was a bad idea.

He felt a chill on his chest. Of course, his chest compartment was opened. It was during the fall when it opened, and two shining things –

_The fragments_, Soundwave thought. Alarmed, he quickly got on his two legs and turned, just in time to see two of his AllSpark fragments drifting away into the darkness up ahead, carried by the sewer waters. That got him to move again. He was about to transformed, but quickly brushed away the idea, and decided to make a run for it. But by the time he was within reach, the fragments fell down, Soundwave falling with them.

He fell down for the second time that night.

As Soundwave attempt to retrieve the fragments, he saw the first thing that he didn't want to see on that day: a Sound Wave toy. (It reminded him too much of his failed plan, and he _really_ didn't want to think of that at the moment.)

He was picking it up when he saw more of them, lying in the piles of garbage that – he assumed – the humans were too bothered to dispose properly. Soundwave looked at the toy in his grasp. He remembered these things, all right: miniature duplicates of himself, made as a child's plaything for amusement, just like how he used to be. Soundwave released the toy from his grasp, as he returned his attention back to retrieving the AllSpark fragments.

Soundwave was about to reach them when radiant lights shone on his round face. He began to take a few steps back when said lights began to grow brighter.

And then things started happening.

The Sound Wave toys crept towards the glowing crystal fragment – like iron attracted to a magnet. Other kinds of junk then followed. Soundwave couldn't tell much from the blinding light, but he could make out that the things were merging together. Soon afterwards, the lights grew dim before completely fading out. Soundwave then stepped forward, his pets hovering on both sides.

The flare in Soundwave's optics intensified with curiosity. Where the fragments and the things merged, now were two sets of speakers lay. Both seemed to have the same designs, except one was blue with purple accents and the other was black and red. As Soundwave approached, he heard a sound. It was a voice.

"Hey look at that thing! It's huge!"

"Hmmph! Huge my aft! Let's show em for getting into our turf!"

"Yeah!...But how are we going to do that?"

"Easy, we just….we just….ermm….. –

Soundwave stopped in his tracks. He could hear familiar sounds coming from the speakers. _Very_ familiar sounds.

_Chuka chukka chik chik chik_

Before his optics, the two speakers had transformed into two humanoid machines.

They were around the size of human adults. The black one had a burly body built, with its shoulders protruding upward way above his head, but not too high. The blue one however was slimmer and was more feminine in build; scrawny arms and legs and its face having softer jaw lines than its brother. However, Soundwave could still spot the traces of the Sound Wave toys on them. Their heads were round, with a crest in the shape of a 'V' in the middle, and their optics were visors fashioned just like his, and they gave out the same flare.

The same kind of flare when he was about to fight.

"Get ready to crumble, before Rumble!" The black one spoke, curling his servos into fists and brought them together, knuckles to knuckles.

"Get ready for Frenzy's sick beats!" The blue one said with a Cheshire grin.

Frenzy leaped into the air, and landed on Soundwave, much to his displeasure. And then she hooked her arms around the Decepticon's neck, pulling him back a few feet. Rumble, on the other hand just stood there, looking at Soundwave with a smug smile. His hands clicked as they went inside his arms. The joints turned, switching around his arms with his shoulders. Now that Soundwave had a clear view, he knew why the other bot's shoulders were that big.

Rumble leveled the pile drivers close to the ground, and began jack hammering.

But their attacks didn't affect Soundwave very much. Soundwave tottered but he did not stumble. Quickly, he grabbed the blue and purple bot and threw her down. He wanted to grab the other one, but he proved to be very difficult to approach.

Laserbeak quickly swooped down into the fray, and – with its sharp talons – snatched Rumble away up high and released him, causing him to fall on top of Frenzy.

"Oww…" Both of them groaned in unison, and quickly regained their composure.

Frenzy flexed her servos, her digits cracking. Rumble slowly lifted both his pile drivers up. Both of them looked at Soundwave and his pets with grins. Whatever they were about to do will not be good, no doubt.

"Let's get this party started!" Frenzy announced, thrusting her arm forward with open palms. Rumble leaped away from Frenzy, giving himself a good amount of distance before pummeling the ground. Soundwave, Laserbeak and Ratbat were thrown against the wall as Frenzy's sonic waves blared. Pieces of junk tumbled all over the place, and the fragile ones broke to pieces against the hard concrete. A painful ache crept into Soundwave's head as the sounds pierced his audio receptors. His vision was starting distort. He had to act quickly. On his left, he heard a squawk. Soundwave glanced in that direction, then pulled Laserbeak to him. The bird flailed when he did so, but stopped when he saw it was just his master holding him.

"Laserbeak, transform," He ordered.

That was when Soundwave rose up, using all his strength to maintain his footing against the shaking ground, Laserbeak – now in its guitar mode – hoisted across his chest and his right hand up in the air. He moved it down, giving the guitar a quick strum. A blast of destructive wave was unleashed, hitting both the twins. But that didn't stop them; only slow them down.

"How persistent," Soundwave said as he began to strum some more. His fingers motioned the strings gracefully, releasing rhythmic sound waves – musical tunes that sang the dirge on that night. And it was working – the two bots were starting to wear down. With the next strum, Rumble and Frenzy were thrown back hard as they skid against the hard top. Both of them bonked their heads on the wall, their consciousness slipped away soon after.

Soundwave glared in the twins' direction, thinking they would get up and continue the fight. But they didn't – they were out cold. Seeing this, Soundwave let out something that he never expected to come out of his own mouth: laughter.

Ratbat blinked. Did his master just laughed? Soundwave himself was taken aback by this. He never laughed before, let alone a chuckle. The sonic waves must have messed up with his processor –

_Jolt_

Soundwave's hand became stiff. His guitar slipped from his grasp and clattered against the ground. Numbness began crawling all over, before he fell. Another spasm wrecked the Decepticon's body that night.

And to make it worse, the ceilings were cracking…

**4**

Laserbeak and Ratbat hauled Soundwave out of the rubbles and dragged him on the walkway. With all their might, the mechanical animals settled him against a drainage pipe around the corner of the room. While they were doing that, Soundwave looked up straight at the sky through the hole in the ceiling. Dawn was beginning to steel across the sky. He noticed how badly the place was thrashed. It bound to attract attention, and a mess like this would attract the Autobots for sure. He didn't want to face them then, not in his current condition.

Then his optics fell on the fallen robots across the room.

_Those__ two __machines__were__ indeed strong, and very persistent_, he thought. A sudden idea struck him. He could use bots like those for his upcoming plans. _Indeed_ he could.

"Laserbeak, Ratbat," He droned, summoning the two. "Retrieve those two and bring them with us." Soundwave got up on his feet, and walked to the sewer tunnel to his right. Laserbeak and Ratbat – struggling to maintain their flight with their heavy load – follow their master's even steps across the watery walkway.

Then came another sound. Tires screeching on the asphalt. A rusty yellow Cadillac stopped around the corner of the underground ceiling. The car door opened and the voice of an old lady called out, "What on earth happened hear?"

**5**

A dull flickering light bloomed behind Soundwave's visors. His vision slowly opens to the waking world. At the same time, he could hear a sound, faint and light: _splaassshhhh_….. He knew that sound. It was water splashing from the lake. His hearing then intensified: he could make out the distant cries of seagulls, and the roaring of a motorboat.

Oh yes, now he remembered. He was in a warehouse, somewhere in Detroit's harbor. A few hours ago, he and his pets were wandering aimlessly in the sewers, till he followed a path that led them here. At first he wanted to continue walking – to find a suitable place for a lair – but the fight took a heavy toll on him, and he succumbed to slumber right here. Soundwave flexed his arm checking whether it was functioning properly. And it was. No pain, no spasm, no stinging – he was all good. But his train of thought was interrupted when he heard noises coming from outside of the room. He moved out, approaching the source of the ruckus. Soundwave stared at his pets, letting loose their animalistic noises. As he near them, he stared at the things that made them do that; Rumble and Frenzy – as they called themselves – were awake and were arguing with Laserbeak and Ratbat. Fortunately, the speaker bots were tied up with chains so they couldn't lay a finger on his pets.

"Well, well, here comes tubby now," Rumble said, snickering at his own comment. Frenzy did the same.

They watched as Soundwave bent down, looking at them, dead straight as if trying to look into their souls. The flare in his visor intensified slightly, and that made the two uncomfortable.

"Ermm…..did I said tubby? I meant strong…" Rumble gulped, trying not to provoke the Decepticon any more than he had.

Soundwave didn't respond. His eyes still trained on them. However, he wondered at the sudden change of mood. Yesterday, the two were pretty much persistent on bring him down, saying he trespassed into their 'turf' and earlier they were spouting insults at him and provoking his pets. Now, they looked afraid. Of course. What happened yesterday might have changed that, and them being in their current predicament, Soundwave was now seen as something to be feared. A threat. Still – that's not what Soundwave wanted. They were machines, and his goal in life was to liberate them. But one uncertain thing was whether this sudden change of attitude was an elaborate scheme to escape. Maybe they thought Soundwave would show mercy and untie them, only for them to make a break for it? Of course, Soundwave did have a concept of mercy. He was just being cautious. He remembered the time when he thought he managed to persuade Bulkhead to his cause, only to give the Autobot the chance to pulverize him.

Soundwave sighed inwardly. _I__ will release them, for I wish them no harm_, he thought, and watched as his hands grabbed the chains. In a matter of seconds, said chains were broken, and they fell on the ground with a dull _klong_. The twin speaker bots, regaining their bearings, looked back and forth between Soundwave and his pets. They then began to make a run for it. Laserbeak and Ratbat were about to give chase, but Soundwave stopped them, much to their confusion. All three just watched as Rumble and Frenzy made their getaway, but the latter stopped halfway, and turned to face them.

"Hey, why you're letting us escape big fella?" Frenzy asked.

"Yo! What are ya doin' Frenzy!"

Then there was a long pause, before Soundwave broke the silence.

"As a fellow machine, I don't have intentions to harm you," Soundwave paused. "At first, I wanted you to join my group, in attempt to liberate robotkind."

Frenzy and Rumble just stared at Soundwave, trying to understand what he was saying.

"But seeing you cower in fear reminded me too much of my hated enemies. Therefore, I decided to release you from my captivity."

The two were not buying it. While they caught some hints of honesty in the Decepticon's words, they still had doubts. Fellow machine? Hated enemies? What was he babbling about?

Meanwhile, Soundwave was looking at them. Of course, he could tell that they didn't understand a word he said. They were utterly confused.

"Very well. I will explain," Soundwave began. "It began a stellar cycle ago…," And as Soundwave talked and the two took a seat, listening to Soundwave's tale intently. It wasn't as boring as they thought; being created by a human, becoming self aware through the use of a super powerful key, gaining a transforming body, fighting the Autobots? The two were pretty much absorbed, looking at Soundwave with awe like a couple of kids listening to stories around a camp fire.

Frenzy paused. She recalled something from Soundwave's story. "So, you're saying that we were toys, just like you?"

Soundwave nodded silently.

"That means…" A sudden realization came to them. And in unison, they said, "You're our brother?"

If Soundwave could, he would have blinked. Him, their brother? Where did that come from? But it didn't take him long to understand what the female twin said. Like them, he was a toy created by a human. And both of them were his little replicas. That indeed made them _his_ 'siblings' – in a sense. Laserbeak and Ratbat looked up to him as their master since they were created by his own hands. But Rumble and Frenzy brought a different kind of relationship.

_Family_, he thought. Was that a machine kind of thing to do?

"Hey Soundwave," Frenzy called, to which he responded. "Can we join you?"

While he was feeling joyful about Frenzy's words, he was still skeptical. "State your reason."

"Well, we don't like those humans either. And those Autobots….sounds like a bunch of goody-goodies to us."

"Yeah, they'll cramp our style." Rumble added his two cents.

"Then you are welcome." Soundwave replied.

Both the two speaker robots cheered.

"You know what's this calls for?" Frenzy said. A grin carved on her face.

"A house party?"

Frenzy's grin grew. "Hell yeah!"

And then all hell went loose – in a manner of speaking. The once peaceful and quite warehouse now came alive with loud blaring music.

Laserbeak and Ratbat quickly covered their precious audio receptors, and began running around the area like headless turkeys, trying to escape the loud noises. Soundwave tumbled and fell down. Seeing the two robots enjoying themselves with their 'house party', Soundwave just sighed and put his hand on his head.

"Entry – This is going to be a long stellar cycle…"

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**How was it? Good? Bad? Feedbacks are always appreciated. Soundwave was difficult to write, surprisingly. And what do you think of my depiction of Rumble and Frenzy? :D**

**R&R**


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